


Memories Of A Ghost

by InvisableDandy



Category: Transformers - All Media Types, Transformers: Prime
Genre: Alternate Universe - Canon Divergence, Angst, Canon-Typical Violence, Canonical Character Death, Character Death, I'm gonna need to edit and add more tags later, M/M, Memories, Mutual Pining, My First Fanfic, Slow Burn, Trapped between dimensions, can we talk about gladiator soundwave for a minute, lots of dream sequences, soundwave is basicly a ghost
Language: English
Status: In-Progress
Published: 2019-08-01
Updated: 2020-03-21
Packaged: 2020-07-28 23:10:00
Rating: Mature
Warnings: Graphic Depictions Of Violence, Major Character Death
Chapters: 6
Words: 15,380
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/20072152
Author URL: https://archiveofourown.org/users/InvisableDandy/pseuds/InvisableDandy
Summary: "The base lights flickering as the proverbial door slammed shut. He was alone and empty once more. At times like this, he often wondered if he was even there anymore, just an apparition. Not quite Soundwave, third in command of the Decepticon army, spymaster, communications expert, former gladiator of the pits of Kaon, Megatron's most loyal...no,not anymore. Now more akin to a ghost of his former self with only his painful memories to keep him company."Taking place between the events of the series finale of transformers prime and Predicons rising. RID2015 doesn't exist. From the point of view of Soundwave while he is stuck in the shadow zone.





	1. A feeling of falling in all directions

**Author's Note:**

> Listen, this is my first fic and I only have one person to read over it. I will do my best to edit and proofread before posting but if you see something don't hesitate to let me know! This fic will only have a few minor point of view shifts but will primarily be from soundwaves perspective. I plan to alternate chapters so that the 1st will be in the present, the 2nd will be dreams of the past, 3rd will be in the present and so on and so forth in that pattern.

A feeling of falling in all directions. 

A burst of white light, or was it green? Blue?

A sound like wind, like Energon rushing through his audials, like the indistinguishable uproar of the Arena in Kaon. 

A feeling like his helm was splitting in two. 

A flicker of red optics.

A blade pulls back. 

...A feeling of falling in all directions. 

\--------------------------------------  
\-- processing --  
\--file corrupted:_stand_by--  
\-----initalizing_start_up-----  
\--code:40072_A--  
\--energon_levels_56%--  
\---_rebooting_---  
\--------------------------------------

Soundwave came online slowly. His systems individually logging on as his senses came back to him. Everything felt blurred. Distorted. Disorienting as it always was, waking up in this place, no matter how long he’d been here. A side effect of being forced to keep his audials dialed down to combat the duel sensations that reverberated around him. Leaving him feeling half-blind. A warning flashing in his hud as it always did, reminding him that his internal chronometer was non-functional. Not that it really mattered, his processor was more than capable of cataloging the time he’d spent here. Though he no longer cared. 

As his optic sensors came online he slowly sat up. The fog in his processor recounting yet another memory flux. Always the same. The shapes and scenes diverged slightly but it was always the same result; an ache in his spark and a dull thrum in his helm. It would fade, though, never completely. Perhaps not until he inevitably would in this dimensional limbo. 

He took inventory of his surroundings.  
The world around him was washed out, sometimes even blurred slightly around the edges. Thin metal walls, cement floor, a familiar white and red silhouette. The Autobot base. If it could still be referred to as such with its singular resident. The Autobot medic appeared to be monitoring something, though what it was soundwave could only guess from his position on the floor across the room. There was a time when that information could have been dire, could have been a key to the Decepticons gaining the upper hand. Now soundwave simply sat in silence, staring while Ratchet fussed over the terminal.

The red and white mech was his only companion and didn't even know it. This same medic who had contemplated less then Autobot friendly means to pull information from a captive soundwave not so long ago. He couldn't even see soundwave and yet his presence was one of the few things the silent mech found some peace in. Laserbeak had been with him for a time, had soothed his pain. Now she was tucked into his chest plate, deep in stasis, unaware of the passage of time. It was the only way to keep her functioning. He longed for her company. She had kept him going after he'd dived after Megatron off the edge the Nemesis. He couldn't risk bringing her online now, no matter how lonely he was without his last remaining symbiote. So it was the medic. The only other ‘living’ cybertronian on this primus forsaken planet. Soundwave didn't count the one-armed Unicron spawned zombie that roamed the desert canyons. Though Skyquake, not that it was really Skyquake anymore, was one of the only things that also inhabited this miserable pocket dimension with him. 

Soundwave had briefly considered incapacitating the half-dead cybertonian and scavenging him for parts and Energon. That thought was quickly crushed however, the idea of supplementing his dwindling reserves with tainted dark Energon was unnecessarily risky. Although desperate, he refused to risk his processor on what was likely little fuel to begin with. Never had he been more grateful than now that he had traded out his heavily armored gladiator frame for his current, more energy-efficient, one. He may not be as protected as he once was but at least his Energon consumption was less than half of what it was in his gladiator days. Perhaps he also chose not to acknowledge that he had considerably fewer mouths to feed as well...

Soundwave stood slowly, finally, every movement calculated. Steady peds taking him across the cold cement floor to where the medic stood, stopping just before his frame could phase through other cybertronian. Ratchet was running scanners which appeared to be searching for any remaining Energon deposits. There honestly couldn't be many left. Perhaps this could be useful and, if nothing else, give him something else to focus on. Soundwaves tanks sat at 56%, not low enough that he was concerned for his survival. Not yet anyway. But too low to comfortably sustain both him and Laserbeak for any meaningful amount of time. He watched silently as the medic worked. Doing the calculations in his processor while ratchet relied on modified human technology. It was better then what he had observed the medic using before the Autobot’s victory, Soundwave assumed there was only so much that could be done while still utilizing this planets primitive infrastructure. He of all bots would know. With nothing better to do, he watched as the white and red bot typed in codes and wrote algorithms. His servos tapping away at the terminal being the only sound that reverberated through the room. 

For as much time passed Soundwave could hardly say he noticed it. Yet he caught it before the medic did, an incorrect sequence of code that would help triangulate the location of potential deposits. What could he do? There was no way to bring that to the attention of the Autobot. He couldn't exactly speak to him. Soundwaves patience had dwindled some since he had became trapped here, he had always been able to rely on himself if no one else. Yet here he was mostly incapable of taking any kind of initiative.

Mostly.

He watched the medic grow more frustrated as the incorrect code led to dead-end results. A quarter of an earth cycle passed. He waited until, finally, Ratchet had seemed to decide he needed to take a break and cool his processor. He didn't even turn off the monitor as he briskly walked to the hanger door, muttering under his breath as he vacated the space. 

All the better soundwave thought to himself and he took the step forward that would place him in front of the terminal. It had taken him many of the earth's cycles to realize he could even do this and that was after he had emerged from the sea. The parallel pocket dimension the insufferable human children had trapped him in still received signals and feedback from the real world. He might not be able to free himself, however, that didn't mean he couldn't manipulate his surroundings at all. If he focused his processor in combination with distorting the magnetic field around him, He could briefly interact with something on the other side. He didn't make a habit of this. The desire rarely outweighed the cost. This time Soundwave believed he could handle the consequences if it meant finding fuel. He prepared the code and planned the steps necessary to make the patch, releasing one of his data cables. He put all of his focus on plugging into the terminal, carefully manipulating the magnetic field around him as he inserted the cable without phasing through the port.

Elation swept through him as he felt the flow of data click into place. Quickly he initialized the patch and let the feeling of being connected to the grid again wash over him. The transfer of data back and forth, the feeling of existing within the system once more. It was short-lived, unfortunately. Soundwave managed to fix the code and all to soon felt the connection drop. The base lights flickering as the proverbial door slammed shut. He was alone and empty once more. At times like this, he often wondered if he was even there anymore, just an apparition. Not quite Soundwave, third in command of the Decepticon army, spymaster, communications expert, former gladiator of the pits of Kaon, Megatron's most loyal...no,not anymore. Now more akin to a ghost of his former self with only his painful memories to keep him company.

40%

\-------------------------------------------------

Ratchet reentered the hanger in the night cycle feeling better then he had when he left. The days without his fellow Autobots seemed long sometimes. The setbacks in his work were few and far between now but he missed the lively conversations and youngbot shinanigans. They checked in often of course, their work was important, but it was not the same. Sighing as he made his way across the base to the terminal he was more than ready to figure out what had gone wrong. Booting the monitor up out of sleep mode he was astonished to find the radar scanners pinpointing not one but two potential Energon deposits! Quickly he logged the locations and went about fussing with trajectories. Unaware of the tall spindly figure resting against the far wall of the Autobot hanger. invisible to the world. 

-end prologue-


	2. On Equal Footing

**Summary for the Chapter:**

> A memory flux pulls Soundwave back to the beginning.

**Notes for the Chapter:**

> And we have our first dream flashback chapter! As I stated in the prologue I intend to alternate back and forth between dream/memories and the present with each chapter. Evens being present and odds being dreams. Let me know what you think!

Soundwave didn't enter the arena to fight to the death. While Kaon was known for deathmatches when it came to the packed stadiums and bloodthirsty crowds, they were not the only battles that took place on these energon stained floors. Though they were undeniably the most popular. Soundwave refused participate in them, not a chance in several hundred vorns. It wasn't that he was incapable, he was an unnerving and deadly gladiator in his own right, but the risks outweighed the reward. His preferred match style, timed matches, held the ever present risk of death without having been built upon it. If he didn't have 5 mouths to feed perhaps he would have become a deathmatch fighter. The pay off was certainly better. Yet he dared not think about what would become of his symbiotes if he ever ceased to function.

No, Soundwave didn't do deathmatch.  
By some stroke of bad luck, however, he found himself staring across the ring into blue optics that burned like a newly formed star. Kaon’s current undefeated champion.

Megatronus. 

Soundwave wondered what the silver mech saw when he stared back at a smooth blank visor. An oddly angled dark grey mech who stood almost impossibly still. A drone perhaps? Others had certainly thought similar things but he wasn't so delusional as to think that Megatronus would underestimate him. At least not like that.

Bad luck indeed. This was a timed battle, of course, if it hadn't been then Soundwave would not have been here. Just because it was timed however didn't mean that the risk of death was off the table. Odds were he wouldn't be fighting to win in this match, Stacked more on the possibility that he would be fighting to just survive until the end. He didn't run those numbers.  
Megatronus was not your common heavy frame champion, there was an intelligence behind those optics, cunning. In soundwaves opinion that was far more dangerous than any powerful brute force attack.

Once again he found himself wondering how he had gotten himself into this. Or more accurately, how his sponsor talked him into it. The answer was of course, credits, but fighting the undefeated deathmatch champion was not something to be taken lightly. Primus help him. or Mortilus. Whoever would listen to the silent prayer of a near slaved gladiator in the pits of kaon. Faceing down another gladiator for what could be the last time. One who just so happened to have picked a designation of power himself.

The announcer is drowned out by soundwaves own thoughts, comeing back to the present only when he notices the crowd fall into a quiet murmur. 

An arrogant sneer spreads across the silver bots faceplates as he speaks for the first time to his opponent.

“I certainly hope you don't intend to keep standing still, Soundwave” 

Bait, how pointless, though he should have expected nothing less. He would not rise to it, instead choosing to respond by shifting his body to fully face his opponent, holding his helm high. He pulls a voice clip from a previous battle of Megatronus’s. One he had witnessed on a vidscreen a mere deca-cycle ago. 

“May the best mech triumph, -Megatronus” 

Megatronus narrows his optics as his own voice is played back to him, his name spliced in from the cheers of the crowd. Soundwave rarely used his own voice during battle. This was meant to unnerve the bots he was fighting, which more often than not, it did. 

They move to the center, a customary gladiatorial greeting passing between them. 

The match begins. 

Soundwave makes the first move, jumping back to put as much distance between them as he can. A classic opening strategy for anyone who frequently watched his matches. Megatronus doesn't make a move right away, seemingly undisturbed by the now ticking clock. He begins to circle slowly as he contemplates his approach. Soundwave circled in turn, his audials dialed high and his processor running through potential actions to take.

He had 3 breems to cause Megatronus more damage then he himself received. This would mean he had to keep from getting in too close. He was faster than the large silver mech, but if he was caught close and unaware, he had no doubt the match would be over in a matter of klicks. The only other way to win a timed battle before the designated 3 breems was to incapacitate, or in some cases, kill your opponent. At the given time that didn't seem like an option. The odds of failure too high. 

They broke their circling, a series of feints and testing blows that glanced off plating with mere cosmetic damage followed. Each backing off quickly to assess the other. Figure out what made them react, how fast they were, what side they favored. Soundwave maintained his distance, wary of the blunt force attacks the silver mech was known for. Always maneuvering just outside of megatronus’s reach. 

He heard the shift of metal before he saw the movement, anticipating the lunge and blocking with the armored backs of his forearms. The silver blade that extended past Megatronus’s servo clashed against them as soundwave calculated the force of the blow, diverting the pressure to glance off of them as he sidestepped the larger bot. In less than an instant soundwave produced a blade of his own, thin and narrow, slashing into the sliver mechs side as he passed. Aiming for the sliver of space between the plates of Megatronus’s armor. A shallow wound but it was a start, soundwave thought, as he quickly attempted to put more space between them. 

Megatronus wasn't going to allow that though, he was done letting the grey and black mech slide out of his reach, pivoting quickly on one ped and advancing just as soundwave retreated. A thin trail of blue beginning to drip down his side. Soundwave’s advanced audials listened to the sounds produced by the movement of the mechs around him. A click of armor into place, a slight vent as one moved, a rush of hydraulics. So accustomed to it that predicting their movements was like second nature. In the arena, this had given him an edge, yet he found its limits quickly. As it stood he could predict the silver mechs next advance but his options to counter were a victim to time. 

As Soundwave had completed his sidestep and made to back out of range once again, silver claws wrapped around his forearm with crushing force. Suddenly he was off balance. Yanked to one side as he felt the metal of his arm give way. He didn't so much as make a sound. Snapping his helm to look at his opponent, the bladed servo of the silver mech primed to run him through. A data cable shot out from Soundwave’s abdominal plating, startling Megatronus as it coiled around his free arm with a speed that was almost unmatched. Completely halting its movement with entirely unexpected strength for such a thin appendage. Soundwave wasted no time retching his damaged arm from Megatronus’s grip. Aiming a blow for the shoulder as he quickly sent the command for his data cable to return. Tearing some wires from the silver mechs rotator cuff as he drew back. He was in too close. His processor screamed alarms at him to back off, create some distance between them, get out of his range. He **needed** to put some distance between them. 

He ducked below a heavy swipe, giving him just enough clearance to jump back. He pushed off the ground. Hard. Putting as much forced space between them as he could muster. Thankfully this time, Megatronus did not charge after him. Instead, He glared at him with what soundwave could only characterize as lethal intent. Rolling his injured shoulder to test the damage. Soundwave listened to the creak of his armor and the subtle sound of the torn wiring as it shifted beneath the silver mech’s plating. He doubted he’d gone deep enough to do any lasting damage to the shoulder, if he was lucky, he might have at least caused the joint to hitch slightly. 

“You're awfully full of tricks“ Megatronus spat as he leveled soundwave with a humorless smile.

Soundwave didn’t grace the pointless statement with a response. Energon dripped down one of the faceless mech’s arms where the metal had yielded to silver claws, though the mech gave no indication he even noticed. 

At this point, Soundwave could see Megatronus was starting to realize the distinct advantage he held over him. The silver mech had understood the basics. That one could not rely on wearing down their opponent, That you had to get more creative in your takedowns. Only now was it dawning on him that the timed matches were more complicated then he had given them credit for. A mistake in a deathmatch was deadly. Here, it was a chance to improve. He had known all this in theory but as he stood before the angular grey and black mech he found his strategy lacking. 

Soundwave’s internal chronometer told him they only had roughly 1.5 of a breem left. The halfway point. This is where matches usually became more chaotic, especially if both mechs appeared to be equally damaged. His resolve hardening, soundwave dove back in. dancing around the silver mech, favoring his left flank as he was slower to turn to that side. With time ticking down Soundwave had always found he grew bolder. A bad habit. Megatronus threw too much momentum into another lunge, one that soundwave all too easily slid around, leaving the silver mech wide open on his right. Soundwave rounded with a powerful kick that landed just above his opponent's abdominal plating. Megatronus staggered slightly with a grunt, turning just in time to see soundwave coming in with another. He was faster this time, however, catching the faceless mech’s ped and twisting sharply. Soundwave had hardly enough time to realize he’d been caught before Megatronus was utilizing his momentum to toss him across the arena. 

Soundwave landed roughly on the uneven ground, the air knocked from his vents. He scrambled to right himself as Megatronus was already crossing the short distance between them. He bristled, planting flaring slightly. The first real indication that he even felt any of this. Blades drawn and data cables extended soundwave met the silver mech head-on, aiming for the shoulder he had damaged earlier. His opponent seemed surprised by this sudden show of violent enthusiasm but not weary, quite the opposite actually, he seemed all the more eager. Soundwaves blades were easily deflected by megatronus’s far larger one, the only reason the silver mech was even having any trouble was due to the drill bit cables that lashed his plating every other move. The faceless mech miscalculated a slide which had brought him far closer into his opponents range then he had meant. 

Megatronus used soundwaves brief stumble to reach forward and grab ahold of the mech’s shoulder, dragging him forward to limit his manuvablity. Sharp silver servos crushing the metal as the slightly shorter mech attempted to pull away from the blade poised at his softer abdominal plating. They were almost chest to chest now. One of soundwaves cables wrapping around the silver mech’s leg with crushing force. Megatronus growled as the joint buckled, dragging them both to the arena floor. One of soundwaves servos jammed itself into the already busted rotator cuff as the larger bot fell to one knee. He felt the limb go limp, having severed one of the connectors. Rather then pull his servo free however, he opted to shoot his other data cable out to snake its way around the silver mechs throat. If he could just immobilize the other mech until the match ended...but It was too late. The faceless mech jolted slightly as he felt a blade jab into his abdominal plating. The shock dulling the pain somewhat as he felt it pierce through the other side. Reflexively his cable coiled tighter.

Both mechs stilled. The heat of battle freezing in an instant. Each coming to the same conclusion, that in that moment, they had reached an impasse. From this position, soundwave could easily tear the silver mechs helm clean off. As it stood now he was already crushing vital Energon lines in the mechs neck cabling. On the other servo, if Megatronus brought his blade up any further he would pierce into soundwaves spark casing. Deadlock. Either one of them would have to make a move and they would both cease to function, or they both had to withdraw. After a long moment, soundwave decided he couldn't help himself, ignoring the warnings on his hud to pulling up a voice clip from his clouded processor. 

“I certainly hope you don't intend to keep standing still,-Megatronus-” soundwave played back the clip. He didn't splice in another for the name this time though, instead choosing to use his own heavily modulated vocalizer despite the pained static. Through his data cable Soundwave could feel the low growl from Megatronus at the challenge.

Neither would get the chance however as the announcer called over the intercom with half a breem to spare. Other mechs racing into the arena with the med team. Soundwave hardly noticed them until they were dragging the two gladiators apart. The silver mechs blade pulled free from his abdominal plating in a sticky blue mess.Distantly in the pain induced fog of his processor he heard somebot say something about this being the first stalemate in nearly 20 vorns. Another about how they couldn't believe Megatronus had technically lost his winning streak. Soundwave took some pride in that as the world seemed to fade away. 

\-------------------------------------------------------------  
\----shift----  
\-------------------------------------------------------------

Ravage stiffened beside him as they made their way down the dim and decrepit hallway. The echoing of her light peds halted and replaced by a low growl that emanated from her vocalizer. Soundwave paused and inclined his helm towards her, his audials only then picking up the shuffle of plating that her exceptionally more acute hearing had picked up on. 

'He's waiting for you again' she commed him silently. 

'Indeed' he responded. Venting inwardly at the silver mechs persistence. Megatronus had been attempting to talk to him since their match. Soundwave only had a few theories as to why, most of which were unpleasant and had high percentages of ending in violence. The mech had seemed to always pop up where soundwave was, whether it was in the hallway, around the twins sparring matches, loitering in recreational areas soundwave was known to pass through. It was becoming a nuisance. Soundwave liked his privacy and preferred to remain under the radar, something that would be obliterated if he was found too close to the other gladiator. It was bad enough dealing with the hype from their match much less any drama the champion decided to stir up. 

He calculated a new route in his head, beginning to turn to avoid the silver mech all together when he hesitated. Perhaps if he addressed this now he could forgo this game. He didn't want to start a conflict but as it stood he didn't want to keep avoiding the issue either.He pinged ravage to stay put as he approached the entrance to an adjacent hall that he was fully aware megatronus was waiting in. 

He could have just pretended to keep walking and let the other mech feel like he had caught him off guard. That was not going to happen, however, Soundwave was far too aggravated by this whole mess. He turned the corner abruptly, staring down the silver gladiator with his expressionless features. Any facade megatronus had put together in order to look like he belonged there quickly dissipated under soundwave's scrutiny. He thought he caught a hint of regret and perhaps even a tinge of guilt cross the silver mechs face plates. Then promptly dismissed the observation. It seemed much too out of character, especially for a gladiator. 

Soundwave stood in silence. Preferring to let others do most of the talking for him. After a moment's pause the silver mech seemed to gather himself, a deceptively pleasant smile taking over his features. Pushing off from his lean against the wall to approach soundwave. 

"I thought you were avoiding me-" megatronus spoke casually. 

"-What changed your mind?"

Soundwave didn't speak for a long moment, considering his answer. 

“ Soundwave: seeks to resolve this matter before it becomes any more of an inconvenience.” third person was less personal, and the heavy modulation of his voice added to his detachment from this conversation. If he was lucky it would also perhaps unnerve the other mech.

"Inconvenience? How does any of this truly 'inconvenience' you?" The smile on Megatronus's face plates flickered. 

"Soundwave: does not like to draw attention.  
Megatronus: a beacon for attention." Soundwave spoke flatly. Not only was the mech a known and feared gladiator but he drew the political eye as well. Soundwave was more than aware of his blasphemous words spoken in passing and confidence. Challenging the very foundation of the system they lived in. The senate had ears everywhere and in soundwaves mind, there was no good attention to be drawn. 

Megatronus seemed to be considering his words and didn't speak. Soundwave only had so much time to waste on this conversation and posed a question of his own.

“Query: what is it that megatronus wants?  
Soundwave: has no intentions of a rematch and refuses to be swayed on the matter”

The silver mech seemed to break from his thought process and looked at soundwave once more. The smile that grated on soundwaves nerves returning full force with unmistakable amusement. Soundwave could not see the humor in any of this.

“ I have an offer for you” megatronus began. “ You have put me in a rather difficult position, Soundwave. The damage my reputation as a gladiator has taken is minimal compared to the wavering faith of those I need to stand by me.” he stepped closer to soundwave and the faceless mech refused the urge to step back. 

“ I’m sure you are more than aware of what I am trying to accomplish, yes?”

Soundwave stared down the other gladiator for a long moment. 

“Megatronus: harbors ideas of a fledgling revolution.  
Soundwave: believes ideas to be dangerous.” he finally responded. He hoped the words sounded dismissive, but the silver mech had proven nothing but resilient thus far. If he was being honest with himself, this was not the direction he had seen this conversation going. He could only thank primus that this hallway was unlikely to lend itself to curious audials and that ravage was playing lookout. 

Megatronus actually laughed, a low and bemused sound. 

“Dangerous indeed” he spoke with a wicked glint in his optics. Unwarranted confidence.  
“ and such ideas cannot be crushed so easily. They do, however, need a voice and a firm following. One that's been disrupted by our little skirmish.”

The phrasing made soundwave bristle slightly. Resisting the urge to rest his servo over his still healing abdominal wound.

“But I have a proposal. A remedy to this." The silver mechs optics bore into soundwave. His smile confident as he leaned forward.  
" Join me, Soundwave. Between the two of us this could be more than just a fledgling revolution. More than just pretty words. With your help we could fight the system that's held you, all of us, down for so long. Your a perfect example of a mech who excels outside his function. You were obviously built for processing power, not fighting in the pits of kaon, and yet you are an exceptional gladiator. A perfect representation of everything the functionalist regime seeks to hide and destroy.” Megatronus took another step towards soundwave and this time soundwave did step back. As if the silvers mechs words had burned him.

“Confidence in this cause will only be bolstered if the two of us were to combine our strength. Don’t you want something other than this? Want to be more than just a slave to circumstance who fights for the amusement of others. Want something better than what the caste system has presented for you and your symbiotes?” megatronus once again attempted to advance but soundwave moved back just a quickly, this time with the intention of leaving. He had heard enough of this. He would not let this mech with his charismatic words and dangerous ideas sway him. The percentage of a likely disaster was not only high but imminent on the path he was now proposing. 

“Soundwave: declines” he stated firmly, turning heel before megatronus could open his mouth again. 

\------------------------------------------------------------------------------------  
\---------Shift-----------  
\------------------------------------------------------------------------------------

“He's loitering in the 2nd rec room” buzzsaw cooed from his shoulder. Megatronus is never particularly far these solar cycles.Yet Soundwave, to the silver mechs misfortune, was an expert at not being easily found. He had not directly approached him again and had no intention of doing so. Yet the silver mech still seemed to be attempting to get his attention. If soundwave could leave he would, however, they had a good reputation here and a relatively stable income. When you have 5 mouths to feed it becomes more difficult to simply uproot your life. 

Soundwave doubled back, finding and alternate route and pinging buzzsaw to keep watch of the silver mech as he moved.

\--------------------------------------  
\-- processing --  
\--proximity_alarm_--  
\-----initalizing_alternate _start_up-----  
\--code:40073_A--  
\--energon_levels_40%--  
\---_rebooting_---  
\--------------------------------------

**Notes for the Chapter:**

> for refrance:  
Breem - 8.3 minutes  
Vorn - 83 years  
Solar cycle/light cycle - day  
Deca-cycle - ten days
> 
> Go easy on me this is my first time tackling fight scenes and like full-on dialogue :')  
I only have one person who kind of betas for me and I am still learning a lot of things. ultimately I was very excited to write this chapter and I have a lot of ideas for the next 2 chapters so if my classes allow I hope to be updated relatively frequently. I would love comments if anyone would care to leave some! thanks for reading this far<3


	3. Left Behind Once More

**Summary for the Chapter:**

> Back to reality (whoop there goes gravity)
> 
> Soundwave wakes up for another stressful cycle, though this one may be worse than most.

\--------------------------------------  
\--processing --  
\--proximity_alarm_--  
\-----initalizing_alternate _start_up-----  
\--code:40073_A--  
\--energon_levels_40%--  
\---_rebooting_---  
\--------------------------------------

Soundwave came online in a rush, a priority protocol bypassing his usual start-up sequence entirely. He sat up in a slight panic, disoriented, accessing his hud to find the alert that blared in his processor urgently. It was the ground bridge proximity alarm. His optic sensors shot online, quickly assessing the area around him. False hope one could say seeing as there was only one bridge. As his systems settled he actually took in his surroundings, he was still on the floor of the Autobot base, his spinal strut aching from previously laying on the hard cement. The Autobot medic was doing last checks on his equipment, the ground bridge prepared for the Energon coordinates displayed on the main monitor. He was surprised he had not onlined sooner. 

It was only as the panic dissipated and he became fully aware once more that he felt his spark ache with the memory flux he had come out of. It hurt. His servo unconsciously settling over his chest plates as he rose to stand. Soundwave remembered that day so clearly. The sounds of the crowd, the dried Energon stains that painted the arena floor, an arrogant silver smile. 

Vivid images of blue optics that burned like starlight. 

He didn't want to relive those memories. Of cycles before the war, when he still had the other parts of himself. When he was a different mech. He shook his helm as if it would clear the images from it. Something of a frustrated tick he had developed.

Soundwave made his way towards Ratchet as the red and white mech began pulling his equipment to the ground bridge. The Decepticon had come to resent bridge technology. Lost somewhere in his distant cycles of misery he had begun to blame their rediscovery of the advanced portal system for many of the wrong turns the war had taken. Without them the war would not have traveled so far away from their home, they would not have ended up on this awful organic planet, and Soundwave would never have been trapped. Among other things. He contemplated this as he hurried to follow the medic into the swirling white and blue vortex. The dull throb in his helm from the feedback yet another reason to hate the primus forsaken dimensional hallways. 

The light on the other side of the vortex was just as blinding as the light within when one stood inside. It was an odd sensation. No matter how far he had his sensors tuned down, crossing a ground bridge while in the pocket dimension created a lot of uncomfortable feedback. It also triggered memories the Decepticon would rather not think about right now. The thought alone reminding him of nearly helm splitting pain from feedback alone. Thankfully he was almost through. 

Soundwave internally grimaced as he stepped out onto the gritty earth. The area around them was rather barren aside from a light smattering of foliage and a slightly raised hill. It became quickly apparent that it was the hill they were here for when Ratchet began placing his equipment around it, a combination of energy readers and excavation tools that clicked and whirred. The older red and white mech circling around it several times with a datapad in one servo and some sort of Energon detector in the other. 

If he actually cared enough to look, Soundwave was sure he could figure out exactly what it was the medic was doing. As it stood now however he couldn't really find it in himself. Soundwaves tanks sat at 40%. A capacity he could function at but not one to take lightly either, not that he could really complain as he brought it on himself. That was the toll he paid for interacting with the real world. The strain on his processor and the quick burn of his Energon reserves would also leave him feeling lethargic. So instead he simply watched the medic work. Cycles passing in ambient silence. 

It was difficult to keep his thoughts from drifting as time seemed to float by without meaning, wishing desperately that he had his symbiotes to preoccupy his thoughts. Perhaps his twins would have started an unintelligent quip war that would have ended in Soundwave pulling them apart before they did any major damage to one another. Laserbeak could have teased and goaded Buzzsaw until the other avian relinquished his usual post on Soundwaves shoulder to engage in a race. Ravage would have been relaxed at his peds, her careful audials always pricked for the slightest sound of trouble despite her nonchalant lounge…Soundwave shook his helm almost violently. He shouldn't be thinking like that. Those were parts of his life he would never get back. If he dwelled on them too long his resolve might crumble altogether….

By some stroke of fortune, Ratchet had begun excavating, pulling Soundwave from his thoughts. Drawing his attention to the methodical drilling and digging that was taking place. This at least held his interest for a time as he willfully pushed the other thoughts from his processor. Primus the cycles just kept dragging on didn't they.

The light cycle for the planet was nearly to the halfway point by the time the older mech broke through into the Energon cavern. Only having to get about ten meters down before finally hitting the deposit. Soundwave followed behind the older mech as they entered the tunnel. It wasn't much, the blue crystal structures not even coming up to soundwaves knees. He had to remind himself, however, that he was still thinking in terms of an army. To the Decepticon cause, this wouldn't have even put a dent in their Energon needs. Soundwave had been the mech who calculated the Nemesis’ inventory, ran the numbers and percentages, took stock of what was necessary. Easy work when it barely took a full processor thread for him to accomplish. But now there was no army. No numbers for him to run that weren't already automatic. This deposit, despite its size, would easily sustain a few mecha for a decent amount of time. With how small the Autobots on earth had been this would have been a real find had it happened during their conflict here. It would easily be enough for him and Laserbeak if he could just find a way to utilize it. 

Soundwave walked further into the cavern, straying from the medic as he scoped the rich blue crystals and jagged stalagmites. The Energon growths were plentiful and spaced at random intervals, some jutting from pools of groundwater that rested on the cave floor. The hole Ratchet had dug was the only source of light, refracting off the Energon and the pools of water, dancing across the cave’s ceiling in blue hues. He searched for small pockets in the deposits, hoping to find smaller chunks that he could easily fit into his intake. The larger crystals would have had to be processed which he was unfortunately incapable of in his current state. If he could just maybe find enough to bring his reserves back up ...he would possibly risk bringing Laserbeak online. It was perhaps a foolish bit of hope. Granted he would take whatever motivation he could get at this stage.

Soundwave paused before a pool, slightly enamored by the faded reflection staring back at him. As if he really were just an apparition. His silhouette distorted around the edges where the rest of his frame appeared almost translucent. He could almost say he was only imagining himself staring back from the dark shallow pool. Soundwave turned slightly, glancing back at the medic who was currently still close to the entrance. The light casting his frame in dark angular shadows. Ratchet was collecting samples, no doubt to study before he did any actual harvesting from this location. He was carefully taking cuttings and placing them in storage units that one could easily tuck into their subspace. Soundwave presumed he would be at it for a while before continuing on with his search. Pulling away from the pool, he moved on. 

Stepping, or rather phasing, through a wall of rocks the Decepticon moved further into the dark. Scanning over the smaller growths. If he couldn't find a collection of smaller crystals he might be able to take a larger one, maybe around servo sized, with fewer imperfections and simply break it once it was on his side of the dimensional wall. That would not only be dangerous due to the volatile nature of Energon but require it being worth the expenditure of energy to retrieve it. It would also have to be relatively easy if he was to avoid drawing the attention of the Autobot medic. He once again found himself lamenting the absence of his symbiotes. They were much more fitted to this particular sort of work..He had trained them for this sort of work. 

He had always been meant to the mind behind the scenes. Optics and audials everywhere. He was a clever spy in his own right but his true talents were in the orchestration, the big picture, the tactical planner of the greater scheme. Soundwave was the center where his symbiotes were the true little spies. Each with different skill sets. It was rare during his time in the Decepticon command that he would even leave the bridge of the nemesis. Determined as he was this wasn't his forte, much less now with a muddled processor and no access to external means of categorizing. 

A flash of blue caught his optics, turning to see light-catching off of a soft blue Energon crystal. Vibrant and glassy as the light shone through its multi-faceted surface. Soundwave stared at the crystal as it shone like starlight optics…. A memory of an arrogant smile. Energon pooling on the arena floor, splashed across silver plating and sharp denta. Light glinting off the sharpest edge of a stained silver blade. A low charismatic voice, accompanied by emboldened pretty words calling for action. Soundwave found himself moving forward without thinking. Drawn in by blue hues and a glistening finish. So enraptured in his own thoughts he almost didn't catch the warning that had sprung up on his hud. 

Proximity alarm. 

Soundwaves focus snapped all at once to the alert. Proximity alarm? Groundbridge radiation. He spun around quickly only to find the rest of the cave empty. Frag. He rushed out of the underground cavern as quickly as his peds could take him, haphazardly stumbling back out into the blinding afternoon sun. His vision only refocusing in time to catch a glimpse of the portal as it closed into empty space. 

No.

No,no,no,no,No, **NO-**

This wasn’t happening. How could he have missed the other bot leaving!? Was he honestly losing his touch that much? Soundwave swung at the empty air where the ground bridge had dissolved into nothing. His plating bristled as he turned and violently slammed a servo into the ground, the only truly solid thing in this hellscape. It stung and the plating of his fingers cracked with the impact but he was too livid to care. How had he let this happen? He was Soundwave, once feared by many on both sides of the war, always one step ahead of everyone else. He hated this place. This new version of himself. This pathetic, ill-tempered, loathsome mech with no plan and no place to go. He’d let himself get left behind. Again. 

Bitterly he wondered what the rest of high command have thought. Starscream would have been all too smug. The arrogant flier had never seen him break composure, not even once, in the thousands of vorns they had worked together. He could almost perfectly picture the Vosians face with humorless detail. What would Megatron have thought if he could see him now? Disappointment perhaps. He felt his anger drain away to a painfully empty void in his chest plating. A pinch in his spark at the mere thought that Megatron would be displeased with him. He really was pathetic, wasn't he.

\----------------------------------------------------------  
\----------------------------  
\---------------------------------------------------------- 

Soundwave slumped to the floor of the Energon cave, having eventually staggered back inside once his emotions had tempered down. He felt as though all his energy had been sapped away. His servo still stung but it was a dull throb, his repair nanites would take care of it albeit slowly. He could perhaps speed up the process if he could bring up his reserves but the risk was still a prominent deterrent to that idea. 

So now he was stranded, lonely, and starving. With a full tank he could have made it back to the Autobot base but with less than 40% reserves he wasn't going anywhere anytime soon. He also hadn't changed into his alt-mode in so long he almost wondered if he even could anymore or if his t-cog had just completely atrophied. Logically the Autobot medic would return eventually, seeing as he would need to come back for further study and harvest of the Energon here. How long that would take was anyone's guess. He could surely manage until then…

The combination of his dwindling energy reserves and the emotional toll of this cycle made him reluctant to move anymore for now. Opting to instead just rest upon the cave floor. He would push off the decision making, for now, recharge on the idea. Clear his processor. He let his systems slow down, let his focus slip away from him. Drift away from the ache of his frame and processor and into an inky black.

\--------------------------------------  
\-- powering_down--  
\--repair_status:_initialized--  
\--code:401_F--  
\--energon_levels_38%--  
\---_system_run:_defrag_---  
\--------------------------------------

**Notes for the Chapter:**

> for refrance:  
Breem - 8.3 minutes  
Vorn - 83 years  
Solar cycle/light cycle - day  
Deca-cycle - ten days
> 
> I struggled with this chapter but it's done. finally. comments and kudos are appreciated <3
> 
> Special thanks to my beta reader because of shes wonderful and the only reason I feel confident enough to post this chapter!


	4. For The Amusement Of Others

**Summary for the Chapter:**

> A revelation from a past life.

“Soundwave” Ravage’s voice sounded through his com with resounding displeasure, pulling him from his work. He knew that tone. Could feel it in his spark.

“Ravage: Report” 

“Rumble and Frenzy appear to be in direct violation of their previous agreement. If it was just the betting pools again I would have handled it myself, but they are currently engaged in a game with some of the senior gladiators in the 5th common area.”

“ Identify: Other gladiators” Soundwave was already moving to stand as he sent the command. The 5th common area was the furthest and least maintained of the entire underground complex. It was a common hotspot for street gambling, homebrewed engex, and less than friendly company. Hence it was also a common place to find gladiators after hours. 

He started making his way down the long grey metal hallways that ran beneath the arena proper, keeping a steady but determined pace. Anyone unlucky enough to see him or cross his path quickly stepped aside to avoid him. Rumble and Frenzy were always in and out of trouble. Betting pools, street fights, minor petty theft, more often than not Soundwave had to drag them out of whatever mess they made. They had promised after their last gambling incident to steer clear of it in the foreseeable future, lest they incur Soundwaves wrath.

Apparently that was not a good enough deterrent. 

Ravage met him halfway, falling into step beside him. Her pace quickening to keep up with Soundwave's brisk stride.  
" I was unable to properly assess who was present. Sorry boss." She spoke. A tinge of apology in her words. He brushed it off, only sending a brief affirmation through their shared bond. Making quick work of the long hallways, turning winding corners with intimidating efficiency. Set with one goal in mind as the floors were growing more filthy and decrepit the further they went. 

When they arrived he barely hesitated before stepping up to the doorway as it slid open. His imposing silhouette casting a shadow over the light that bled into the dim room from behind him. The previously boisterous common area suddenly going silent aside from a muttered montra of “oh frag” from a particularly mouthy little blue bot. Every other mech turned to watch as he stood with his gaze fixed on the two smallest figures in the room, each standing on a stool at a table that had several other mechs crowded around it.

“H-heyya’ boss bot” Rumble started sheepishly after a pregnant pause. Turning to fully face Soundwave as he did so. Soundwave stared them down, Frenzy defiantly looking literally anywhere other than his host. In a quick peripheral sweep the tall visored mech cataloged the room, choosing to ignore blue optics that burned from the far corner in favor of counting the number of gladiators. Far too many for his liking. 

“Rumble,Frenzy: Desist” Soundwave’s modulated monotone still coming across as threatening. 

“But-” Rumble cut off as Soundwave took an imposing step into the room, both his symbiotes shrinking back slightly. They could feel his displeasure as much as he could their guilt. All eyes were on them now and for as big a game the small bots talked they really did not appreciate being the center of attention right now. 

“Rumble and Frenzy are to desist” Soundwave spoke once more with finality.

“-Now hold on a minute there ‘boss bot’ “ A sleazy voice cut in. Soundwaves gaze snapping to the gladiator who appeared to be running the twins table. An equally sleazy sneer pulling at the black and purple bots features. 

“Your little mechs here were in the middle of a round and unfortunately I can't just let them leave.” He continued, Ravage beginning to growl lowly at him as he spoke. Soundwave held back from squaring his posture at the other mechs insinuation. 

“Barricade: Cannot hold them here” Soundwave spoke firmly. 

“Ah well, that would normally be the case. However, these two have been on somthin’ of a losing streak- “ Barricade grinned as he nonchalantly flipped a shanix between his digits.  
“- and as of right now they owe me a fair amount of credits” His tone dipping low with an obvious threat. There would be a debt to pay, one way or another. 

Soundwave tilted his gaze back to his symbiotes, the small red and blue twins’ posture sagging with obvious regret. Enough so that he could see it as much as feel it radiating off of them. He couldn't exactly pull them out of this, there were too many mecha here and they were technically within their rights to make the smaller bots pay up. What a mess they had gotten into this time. 

Soundwave looked back at Barricade, holding his gaze for a long moment like a silent challenge. When he boiled them down his options were few here. So he stepped up to only viable solution he had.

“Soundwave: will take their place,” he said finally, stepping forward to the table as the twins instinctively took up positions on either side of him. 

“Wait, really boss bot?” Rumble stared at him as he moved. He could feel the surprise from all three of his symbiotes, which he ignored. 

“ Well I don't see why not” Barricade slid his glosa across his lips “ I’ll warn you now though, they owe just over 100 shanix” 

A wave of tempered anger washed over his symbiotes through their bond, though they did a good job of hiding it. He could have just paid barricade off and been done with it but 100 shanix was not something to scoff at here. He had 5 hungry symbiotes to take care of and as it stood they were only just making ends meet. Between him fighting in the ring and the twins sometimes fighting odd matches here and there, they were still only just keeping it together. To make matters worse, after his extensive recovery from his fight with Megatronus, they were already on the short side this deca-cycle. No. It was risky but he would rather play off their debt fair and square than try to come up with extra shanix this go around. 

Well. Maybe not 'fair and square'.

“Proceed” Soundwave deadpanned. 

Barricade’s grin was sharp like that of turbofox as he raised his servos, gesturing to the items on the table. The overconfident praxian pointing to each item in turn. A 83 sided die, a 13 sided die, and a simple shanix. The same one he had been playing with earlier. 

“The rules are simple” The black and purple mech spoke, picking up the complex multifaceted die.  
“I role first, you place a bet that I will match, and then you will call out whether your role will be higher or lower” He paused, idly rolling the die between his digits.  
“ After which you will role the same die, if you called correctly you win the pot, if you called incorrectly you lose. Simple.” The die halted abruptly in his hand as he caught it between two digits. His optics boring into Soundwave in a manner meant to intimidate. 

“ Whoever has the best two out of three wins the game, but each pot goes to the winner of that round.” The die flicked from his servo, landing on the table audibly. 

“So what will it be? Higher or lower?”

68

The obvious answer would be to go lower. Soundwave prided himself on his intuition, however, and as it stood something told him that wasn't the right answer. He knew Barricade. The mech was the worst of them. Arrogant as all praxians were and dishonest to a fault. Rumor had it he had once been an enforcer and was dishonorably discharged on the grounds of corruption. Accepting bribes, tampering with evidence, inappropriate conduct, the works. While some rumors were outlandish and hyper exaggerated Soundwave knew for a fact the mech was indeed every bit his discharge letter laid him out to be. You’d be surprised what you can find on public record if you go digging. 

“Higher” Soundwave spoke as he pulled 30 shanix out of his subspace. Placing the credits on the table as he watched Barricades ever present grin falter almost imperceptibly. He carried on without a hitch, however, matching Soundwave’s bet as he said he would. The whole room was watching them now, though many had gone back to their conversations in quiet tones. Soundwave could still feel those blue optics on him, could see the light catch on silver plating just barely within his periphery, scrutiny he ignored as he picked up the die from the table. 

Weighted, of course it was weighted. Just as he had suspected as well, weighted in such a way to favor higher numbers. That was the price of street gambling though, you can't just call out someone on the grounds of cheating. You have to play the game. To truly win you had to know the mechs you were playing with and Soundwave was not only the most anonymous but the most knowledgeable mech in the room. He would make Barricade regret this. 

The odds were in his favor and yet Soundwave felt relief when his gamble paid off. The die coming to a stop on the table that had almost every mechs attention. 

“73” Barricade whistled, his carefully curated grin back in place. “ Cutting it a little close there, Soundwave” 

Soundwave ignored him in favor of pulling the 60 shinix to his side of the table. Keeping his movements efficient and mechanical as he kept his viser locked on the praxian. By the way he fidgeted slightly it was likely that he was at least mildly unnerved. Good. 

One had to wonder what kind of rumors this little encounter would stir up. 

Barricade picked up the next die, rolling the tridecagon with practiced casual flair. The die almost rolling to the other side of the table. 5. Soundwave pushed 50 shanix out, this time from his winnings and moved it back to the center with a deadpanned “higher”.

Barricade's grin stretched just a little further, his shoulders squaring. So the die was weighted to the low end then, meant to throw off anyone who is able to tell the first die was weighted high. Clever. Would it be enough though? Soundwave contemplated as he rolled the die around in his servo for a moment. Feeling the facets and the balance. His processor calculating the counter force required to offset the weighted sides. Then he rolled. All optics trained on the die as it landed in the center of the table. 

13\. 

There was actually some light cheering from the mechs in the crowd, an overall feeling of surprise. If he had to guess, most who got sucked into Baricade’s little game probably lost if the attitudes of the mechs around them were anything to go by. Barricade looked like he might lunge across the table. His sneer taking on a more ugly edge and his posture tense. Technically Soundwave had won. He could take his winnings and his symbiotes and leave. He wouldn't though. 

This wasn't just about the shanix anymore. Barricade had lured Rumble and Frenzy into a rigged game and then challenged Soundwave himself. Had threatened his symbiotes. He was a cunning mech but his blind arrogance would be his downfall, weather that lesson was learned now or in the near future was hard to say. No this wasn't about the credits. This was a challenge and Soundwave would rise to meet him. 

“One last round, Soundwave. What’ll it be?”

Soundwave was going to decimate him. 

Without a word. Without breaking his unnerving stare. Soundwave pushed all 110 shanix back into the pot, challenging Barricade with his unyielding attention. Daring him to withdraw. The tension held the room in suspense as Barricade shifted with nervous apprehension. Yet with a huff of his vents, his persona was back in place, sleazy ex-enforcer sneer and all. He matched Soundwaves wager. 

“Heads” 

Barricade flipped the shanix into the air with a resounding ping, the room so quiet that when the shanix dropped to the table it sounded thunderous. The shocked silence seemed to keep the room frozen. Suspended in time.

“Holy slag, Boss” Frenzy broke the spell and the whole room seemed to erupt. Gladiators clapped and whistled, laughing as they threw jabs at Barricade who sat in astonishment. The face side of the shanix settled perfectly. Soundwave began to shift from the table when Barricade finally snapped from his daze, fists slamming into the table. 

“You're a cheat!” He shouted. His entire frame squaring up for a fight.  
Soundwave calmly collected his shanix, refusing to acknowledge him at first. 110. He only collected 110 Shanix, storing it away in his subspace. His act of kindness would be one final blow to the black and purple mech’s pride. He finally tilted his viser to face the seething mech. His posture was aggressive and his processor obviously clouded. Even if he did attack he would be easy to put down. Soundwave almost wanted him too. 

“No more then the game itself” Soundwave replied. He looked Barricade up and down one last time before turning around, exiting the room with his symbiotes in toe. Ignoring the fiery blue optics that followed him as he left. 

\------

“Hey Boss Bot-” Rumble got his attention as they made their way back to their quarters. 

“-How'd you know you would win that last round?” 

Soundwave let the question hang in the air. His symbiotes were well aware that he was still furious with them for getting into that mess in the first place. He would answer however, perhaps they would see the predicament they had put them in for what it was. 

“I didn’t” Soundwave spoke with finality. Terminating any further questioning then and there. 

He truly hadn't known. Perhaps Soundwave was a fool as well, giving into the temptation with no backup plan. He knew the shanix wasn't rigged. Barricade’s game was meant to be won in the first 2 rounds. There was no trick, no calculation, nothing. Just a 50% chance of utter failure or satisfactory reward. And oh was it satisfactory. With any luck Barricade would know better than to mess with him or his symbiotes ever again. No, he hadn't truly known, and yet fortune seemed to favor the bold. 

\----------------------------------------------------------  
\-------------Shift---------------  
\---------------------------------------------------------- 

The smell of chemicals and energon filled the air. The tang of antiseptic that the repair bay always held no matter how filthy it got. It was dark aside from the surgical lamp Soundwave was using, hunched over a berth with tools in his servos and energon splashed across his front. Frenzy was tucked into his side as he worked. His shaking had stopped, thankfully. Rumble was stable now, Soundwave had been working on him for joors, working as quickly as he could to avoid any severe lasting damage. 

Ravage was curled at his peds, her presence grounding while Laserbeak and buzzsaw kept watch from the rafters silently. Soundwave, despite his calm demeanor, was just barely containing his emotions. A vengeful, spiteful part of him had half a mind to hunt down and tear out the sparks of a few choice mechs this very night-cycle. His sponsor first and foremost. He knew the mech was greedy, knew not to trust him, knew he didn't care about the gladiators he sponsored. Soundwaves anger drew inward. He should have known better, kept a better eye on what the games masters had been plotting. But he hadn't. And now Rumble was lying unconscious in the back of the arena's repair bay, beaten within an inch of his life and covered in energon that was both his and not.

Soundwave’s sponsor, and by extension Rumble and Frenzy’s as well, had been paid off. Given an offer he apparently couldn’t refuse. An unfair fight between his twins and new upstart gladiator for the entertainment of a visiting senator, one with a particular dislike of minibots. Soundwave couldn’t care less why the senior was in Kaon but if he knew what was good for him he wouldn't stick around for long. The other gladiator wasn't an upstart anymore, not after Frenzy got ahold of him. Without Rumble to keep him grounded Frenzy was prone to go into a rage that was as unpredictable as it was lethal. Soundwave would have almost felt bad for the other mech if he hadn’t nearly taken Rumble offline. 

It takes a moment for Soundwave to register the growl. Low and tense with warning. He’d been so caught up in his own thoughts he didn't even notice another mech was approaching them. Ravage morphing from growl to hiss as the other came closer. He turned around to find blue optics watching him, a wave of sudden overwhelming anger crashing over him. How dare he. Now of all times, cornering him at his most vulnerable. Soundwave’s plating bristled as he stood, his pent up anger boiling as he glared at the intruder. 

“Leave” Soundwave spoke, just barely keeping his volume to an appropriate level. Megatronus stood very still, assessing Soundwave like he was a cornered cyber-animal. His usual vibrant optics were dimmed slightly, his characteristic smirk was no longer present. He seemed to be wary of Soundwave. Perhaps his audials were broken too as he made no move to exit the premises. Only spurring on Soundwave further. 

They were completely silent as Soundwave stared the silver mech down, waiting for him to back off. He didn't though. He merely stood there, watching Soundwave in turn. Soundwave took a step forward, Hoping his posture was threatening enough to serve as a warning. Megatronus only held up his servos in what was meant to be a placating gesture.

“I’m not here for a fight” he spoke calmly, keenly aware of the fact that he might get one anyway. 

“I don’t care why you're here, leave,” Soundwave growled back, his symbiotes even shrinking away from his animosity. Something in him knew that his anger was misplaced, knew that he was acting irrationally, and yet for once this was an emotion he simply could not smother. He wondered when his servos had begun to shake. Ignoring the thread in his processor that was telling him to back down. 

“Listen, I’m sorry, I’m sure this is hard for you” Megatronus sounded sincere, still not retreating. 

And Soundwave snapped.

He lunged at Megatronus, repair bay etiquette be damned. Almost blindly swiping at the silver mech with deadly force. Megatronus avoided the attack easily, if a little sloppily, not having expected it. Soundwave’s processor was hazy and yet he didn't care. His rage fueling him forward with each step. The usually stoic host turning viciously on his peds to try and attack the silver mech once more. This time Megatronus grabbed onto him as he dodged, throwing Soundwave to the floor and pinning him there. The world spinning as he unceremoniously hit the metal tiles.

“Stop this, Soundwave” Megatronus said firmly, ignoring the Symbiotes that were ready to strike at any moment. Soundwave struggled against the larger mech to no avail, his arms trapped on either side of him and his helm pressed to the floor. Even his data cables were trapped beneath him. What did Megatronus know about how hard this was for him? What did the violent silver mech know of the anger and frustration that gnawed at his core? Soundwave had a family to care for, to protect. Forced to do what they had to just to survive. He struggled to move until he couldn't anymore, his energy suddenly fleeing as though it was sapped from his system. His anger bleeding to emptiness. 

It was a long silence before Megatronus carefully let Soundwave up from the cold metal floor. The visored mech standing slowly, retreating back to the berth where rumble lay unaware of the events around him. Sitting heavily on the stool beside him.

Megatronus took a cautious step forward. 

“ This can’t be the life you want to lead Soundwave.” He spoke in a surprisingly soothing tone for a mech of his reputation.  
“ To fight for the amusement of others. On the whims of greedy sponsors and fickle senators. Don’t you want something more? For yourself? For them?” he gestured to the symbiotes around the room. 

“Help me, if we work together we can bring down the functionalist regime, give life back to the beaten and downtrodden. The speedsters with nowhere to go, the addicts who line the streets, the modern slaves like you and I. There's no reason for us to be parts to the machine just to survive while Iacon prospers. We can bring about a new age, a better life for mechs of all manor of background.” 

“Do it for them, if not yourself” 

Soundwave had heard these words before, there variations and meanings, but they somehow seemed less empty now. Maybe he really was tired of sitting in the background. Of running and hiding. Megatronus odds of success alone were low but if anyone knew how to play the odds it was Soundwave. He must really be out of his processor…

“Soundwave: accepts” 

\--------------------------------------  
\-- processing --  
\--repair_status:_prossessing--  
\-----initalizing_start_up-----  
\--code:40073_A--  
\--energon_levels_38%--  
\---_rebooting_---  
\--------------------------------------

**Notes for the Chapter:**

> I was really excited to write this chapter but I also kind of hate it. Its a weird in between. Beta reader said this is her favorite chapter so far tho so fuck it. If I still hate it in the future then perhaps I will just rewrite it ¯\\_(ツ)_/¯
> 
> Let me know what y'all think, all input on literally anything and everything is appreciated.
> 
> EDIT: hi I'm not dead and I am working on this, just, very slowly. School is picking back up and i have a lot of work to do all the time. But wanted to make sure people knew i was still around.


	5. How Distasteful

**Summary for the Chapter:**

> A short and uncomfortable awakening.

\--------------------------------------  
\-- processing --  
\--repair_status:_prossessing--  
\-----initalizing_start_up-----  
\--code:40073_A--  
\--energon_levels_38%--  
\---_rebooting_---  
\--------------------------------------

Desperation clawed at his sluggish processor, flooding his lines, crowding his frame. A weight pressing firmly against his spark casing and threatening to devour him whole.   
Blurred shapes swam in the darkness that surrounded him, near indistinguishable from his own frame. His processor barely able to keep up with the warnings that cluttered his hud much less process the world around him. So he sat in silence, unmoving, bareilly cognitive as he fought the fog in his systems and the ache that ran deeper than the mere physical. 

It was a long time before he could start to think straight, so long that light began to shine in through the rocky opening. Flooding the energon deposit with faded light. Slowly it all came back to him, the cave, the crystal, the medic’s exit through the space bridge, and the still prominent sting of one of his servos. As he checked over his data it occurred to him that his repair nanites were likely unable to cope with his dwindling energy. 38%and dropping. A dangerous place to be. 

And yet he felt little. 

Apathy spilling over the harsh emotions like an unwelcome but soothing wave that lapped at his peds. Swirling around them as if to keep them safe and yet making them more fragile and brittle in the process. Perhaps he would die here. An almost comforting idea as he contemplated his dreams once more. Memories. Ones he wished to stop seeing. 

They say ones life flashes before their optics as they die. 

Perhaps this was some slow torturous retelling. A highlight of important events, sewn together just for him. An odd prospect. Not one he was a particular fan of either. Maybe it actually was torture and this was the price he paid, how he was to repent and atone for his wrongs. He had made many mistakes during the war, committed atrocities his younger self would have been appalled by, there was enough blood on his servos to drown in. 

And the dreams. The memories. They were playing back in almost chronological order now. The fights and the struggles, joining the decepticons, joining megatron. The mech he had followed to his death. The only mech that had ever mattered as much as his family. How was he supposed to cope? He had nothing now. No family, no work, no war, and no Megatron…

He could just die here and be done with it. 

He wouldn’t though...would he. That's not what they would have wanted. He would have to keep trying, universal karma be damned. If he died here like this he doubted he could face any of them if he found them in the well. Granted if one could even get to the well this far from cybertron. He liked to think he could...not that he deserved it. 

The light grew brighter, the lines and edges becoming distinctive in the cavernous space. He would need to move. Would need to get up the energy to do what needed to be done despite the body that fought him at every turn. Slowly he sat up, letting the world spin as his gyros attempted to stabilize. He wanted to say he couldn't remember a time his had felt this close his own demise, but that would be a lie, faded memories slipping in and out of focus in a taunting manner. High risk missions that had ended in disaster, battles where they had been overwhelmed, the fracturing of- no, he didn't want to think about that. 

Instead he began to stand, every joint in his frame fighting each motion. With clumsy steps he navigated the dark cavern, making his way back to the particular crystal that had enraptured his attention. He wasn't a particularly superstitious mech but some part of him knew it had to be that one. Something about it, how it had pulled him in. It would have to be that one.

Finding it was no easy task. Between his stumbling around and the disorienting terran he half expected his peds to give before he even glimpsed the thing once more. But then it caught him, just like before. A soft blue hue that refracted the light just so. He stared at it. He only had one shot at staying online and it would be tricky. He shunted the variables and statistics to the back of his processor, they wouldn't help him here. He knew well enough, if he messed this up, the deposit could blow or his systems could force him into stasis. 

Soundwave attempted to clear away his thoughts, testing his field. He reached out for the blue crystal, putting all of his focus into this one small action. Focusing on the color that reminded him of starlit optics and spilt energon. Fluctuating his magnetic field with the last of his energy, feeling it drain from him with each passing click.Then all at once he could feel the surface between his digits. Could register the texture. The sound of the crystal snapping off from the rest of them seemed to echo two fold off the stone walls surrounding them. 

He felt his peds give out from under him but hardly felt the ground when he landed. The glittering crystal chunk clutched possessively in his servo as his fans spun wildly from over exertion. The walls spun and the light faded in and out. There was a low hum that he couldn't discern whether it was real or just in his audials.

When he could think again he checked his levels once more. 27%. Pushing it much farther would have rendered him essentially offlined. Soundwave glanced at the energon in his grasp, apparently it took a lot more energy to bring something to this side then to deposit it on the other. He would have found that interesting if he wasn't on the verge of stasis. 

With no way to process of the energon he would simply have to make due with its raw form. his distaste for consuming energon in its solid forms only drowned by his hunger . He had not actual taken in fuel for far too long to where he wondered if it would cause him complications. Though with his current predicament he had little choice. 

He closed his optics and let his visor slide away….  
\--------------------------------------  
\-- powering_down--  
\--repair_status:_initialized--  
\--code:401_F--  
\--energon_levels_27%--  
\---_system_run:_defrag_---  
\--------------------------------------

**Notes for the Chapter:**

> AAhhhhhhh I'm sorry this chapter is short. School is sucking the life out of me and inspiration/motivation is fleeting. Thanks to those who stuck around and as always let me know what you think :') your comments make it worth it.


	6. A Thousand Words

**Summary for the Chapter:**

> This chapter is a lot of jumping around just to warn you.

**Notes for the Chapter:**

> Hey guys! look whos not dead! and wouldn't you have it the corvid-19 virus has fucked up my schedule so bad I had time to finish this chapter. who would have thought. Also its been uh, 5 months...since I last updated this. I am so sorry. look at my notes at the bottom if you want some more info.

"-And thus leave our servos to grasp at the scraps of their luxury-" 

Megatronus's voice echoed across the sea of mechs, ringing clear despite their chattering words of excitement and approval. They hung on every word that dripped from his lips like liquid silver, enthralled by each glyph. Soundwave stood in the shadows as he often preferred, hidden away at the back of the crowd. Multiple processor threads running as he ran surveillance for this little event. Or what used to be little. It seemed that the number of bodies increased with each speech the two gladiators planned. What was once a small room of Megatronus's loyal fans was now a swarming crowd pulled from seemingly every small corner of Kaon. 

Soundwave would be pleased with the progress they were making if it wasn't for the fact that it made his job harder. More mechs to keep an eye on. Now, more than ever, they would have to be careful as a Senate spy could easily slip into the crowd, or worse, an assassin. He had his whole team running security. Laserbeak and Buzzsaw perched upon beams in the high ceiling to survey the crowd below while Rumble and Frenzy were on either side of the staging area. Of course, that had left Ravage to keep the parameter, moving silently and reporting back to Soundwave over coms with any important information. Thus far all was quiet this night cycle. 

Soundwave himself was cataloging each mech and recording the event from just about every angle. Intending to pour through and processes all the possible information to be gleaned here in the coming cycles. For any normal mech this would be near impossible and yet his tasks for the night were only just beginning. Once the gathering disbanded he would likely be hunched over a terminal and pouring through databases in preparation for the next step. He rarely slept as it was but the last few cycles were starting to take a toll. 

His thoughts were pulled from dull grey mech he had just been processing by a flash of blue optics, starlight thrown in his direction. 

"As our numbers grow stronger and our convictions ring true to the audials of the downtrodden, we make strides towards the future we wish to create," 

The silver gladiator addressed the crowd, though his optics were fixed to Soundwave’s visor. Perhaps trying to convey a deeper meaning, or to affirm that the proceedings were going well. Soundwave was unsure. 

"...that each mech be able to fulfill the desires of their spark rather then break in the face of mindless conformity..."

Soundwave gave a curt nod before breaking away to his work. He had heard these words a thousand times. He was the one who revised the silver mech’s speeches for pits sake, and yet, he couldn't help the stir of inspiration that swelled in his spark when he heard them allowed with such conviction. The authoritative yet almost poetic nature in which they were spoken. That was the reason other mechs were here, if even Soundwave could feel inspired he wondered what kind of blind following such words could garner. Perhaps Megatronus was just as much of an example to their cause as he claimed Soundwave was. A mech built for labor in the mines now turned gladiator was not such an odd step, but a wordsmith, that certainly broke the mold in terms of function. 

And it was working. They were pulling in attention, spreading ideas- 

But their audience was unorganized. It was something that had bothered Soundwave for a while. As of now it was a following with no direction, just ideas and words easily skewed by interpretation. But that was why he was working to catalog the mecha that flitted in and out of their sphere of influence. Once he had enough data he could start to categorize them, point Megatronus in the right directions of who would be easily swayed and who could use more attention to convince. What subjects to lean into for each mech. Soon enough they would need to organize into something stable. Something the people could rally behind. He'd spoken with Megatronus about it before but it was easier said than done. 

He had yet to fully fill in the silver mech on his plan, not that he thought he would disapprove per se. There was a lot riding on what they were doing and if they wanted to get this thing off the ground and survive to see it through they were going to need to come at it strategically. Really, the only way Soundwave knew how to handle any challenge. He wasn't sure yet if Megatronus could grasp the gravity of the next step quite yet. Better to do a majority of the groundwork first before he fully proposed his ideas formally. 

\------------------------------------------------------

\------------------------------------------------------

The thin smog that hung in the air above Kaon did little to obscure the light of cybertrons second moon as it dipped towards the horizon this night cycle. Slowly disappearing behind the pointed spires that scraped against the sky like jagged claws, silhouetted by the soft light. The streets were deserted this late into the cycle, the mechs that had congregated for Megatronus’ last rally had dispersed back into Kaon’s underbelly. 

Silent as death, Soundwave found himself relieved as he walked back to the arena. His symbiotes were mostly docked to his frame, save for Ravage who lurked in his shadow. It was safer that way. To always have a second set of eyes watching his back. She was quiet, the sound of her peds nearly inaudible to anyone besides Soundwave himself. Even if he had insisted she dock into the comforting space upon his back he doubted she would have agreed, protective as she was. Few would dare to attack a gladiator of Kaon but she was anxious as of late. Even now as they walked dark and familiar streets she was on edge, distant, her bond pulled tight on her end. 

Soundwave nudged the bond, a soft wave of reassurance and inquiry. She remained impassive, only indicating her attention by shifting closer to him like an instinctual pull. The fleeting emotions and ideas he could make out from her side were vague, but he could catch glimpses of her concern. 

“Ravage” he spoke over their com link, unwilling to break the silence of the city. She seemed to noticeably flinch at the sudden contact. Which only served to bring Soundwave more concern. She wasn't one to be this anxious outside of a battle or recon situation. 

“Yes, Soundwave?” she responded as they turned a corner into a familiar dark alley, one that was rarely occupied. Her audials flicking subtly behind them. 

“Ravage: explain concerns-” he commed back, pushing cautious authority over the bond. 

“Soundwave: finds himself to be ill at ease when you are, wishes to ascertain the origin of your apprehension.” 

“I do not know if I wish to voice my opinions yet, boss.” 

“And why is that?” he asked.

“ I don't feel like I have enough information to explain my concerns comprehensively, boss, I just-” she paused as though trying to find the words.

“There are too many variables,”

It was Soundwave’s turn to pause as he considered her words, a light wind picking up past them as they neared the end of their journey home. 

“Ravage: is worried about our involvement with Megatronus?” 

She was silent for a long moment, long enough that he thought he might have to prompt her again.

“I just have a bad feeling, boss, that's all. There's the obvious concerns with the senate and the dangers we bring upon ourselves in promoting these ideas- 

But there's something else too. I can't seem to figure out what it is but it looms over me like an invasive spotlight.” she sighed. 

“Do you really think this is a good idea? Following him like this?”

Soundwave thought it over. He shared her concerns, they were the same ones that had deterred him from associating with the silver mech in the first place. The senate was not something any one mech could stand against, he’d seen it happen before, had found partial files of mechs spirited away with records scrubbed clean. Knew the dangers as they applied to himself and his family. But then he thought of Rumble bleeding out on a medical berth, could see any one of his symbiotes in that same place in the back of his processor. Could see them starving in the alleyways they walked through or see them crowded around his own birth should he fall. The threads of Megatronus’s words came back to him, swelling in his spark. He knew he wanted something more out of his function, knew they deserved better, and for once in his life it almost seemed attainable. 

Perhaps he was a fool but he had his answer. 

“Soundwave: has made a choice and will continue down this path, wherever it may take us-” he spoke, pushing his conviction across their bond.

“I want something better for us, for you and your siblings, and now between Megatronus leading the charge whilst we orchestrate from the shadows I think we might be able to bring about a change.” he tilted his visor towards his eldest symbiote.

“For better or for worse” 

\-----------------------------------------------

\------------------------------------------------

The clash of metal echoed off the walls, blades drawn that danced around one another in practiced motions. In a manner that almost seemed effortless, the two gladiators moved, all force and angular precision. Soundwave would dip under a swipe and dodge another as Megatronus advanced with calculated steps. Soundwave held a long slim blade in each servo, though quick and precise, they did little but deflect the silver mechs singular arm fastened broadsword.

Megatronus eased back slightly for a larger swing, Soundwave reading the movement almost subconsciously. They had been sparring for quite some time now, every few cycles if they could manage it. Tucked away in a training room that was furthest away from the main arena. They were still wary of being seen publicly together, as Soundwave had so succinctly explained, it was safer for the time being if the were still seen as rivals to those not in their current sphere of influence. The darker mech dodged the swing, stepping into Megatronus’ flank to point a slim blade at the opening in the silver mech abdominal plating. Routine was a two-way street, however. The more Soundwave learned about his opponent in this fashion, the more Megatronus learned of him in turn. A clawed servo blocking the attack. 

Soundwave would spring back and thus they would start again from the top. Somewhere tucked between the sparing and the long hours of conversing over plans and speeches a trust was building between them, something akin to dependability, only growing the more time was spent in the other's company. The realization had startled Soundwave at first and he was hesitant to acknowledge it. His only counsel had always been his symbiotes. Yet somehow this mech was working his way into being one of the few outsiders Soundwave believed he could speak with in confidence. 

Soundwaves step faltered slightly, caught up in his own processor for one click to long. Megatronus, ever the opportunist, used it to his advantage as he charged the other mech. Soundwave was quick to get his wits about him however, data cables springing forward to catch onto the oncoming assailant. Using the silver mechs own momentum to knock his peds out from under him as he was deflected to the side. He tumbled over as predicted and Soundwave waited patiently. Tucking his data cables back into his plating. 

“One of these days we will have to have a real rematch, Soundwave,” Megatronus spoke in good humor, rolling onto his back. Soundwave leaned down with a servo outstretched, amusement of his own buzzing in his EM field. 

“Soundwave: Declines” His harmonic and distorted voice droned as he pulled the other mech up. 

“Still haven't changed your mind since the last time I asked, I take it?” 

Megatronus nodded when Soundwave only sent him an affirmative ping in response, letting his broad sword shift back into the plates of his arm. They stood in a comfortable silence as they dusted off, Soundwave condensing and storing his blades in his subspace. Soundwave sent out a call to his Symbiotes, each responding with ‘nothing to report’ in a matter of clicks. He didn't like to have them docked when he fought, sparring included, they were too easy to target and although they would lay down their lives for him he refused to let them take any unnecessary damage. Hence all five of them were either off doing surveillance or back in Soundwave’s quarters below the stadium. 

There was another reason Soundwave insisted on sparring with Megatronus of course. This location was the least used training area and, by extension, the least monitored. It was a neutral area in which they could speak freely and without much risk. Even if they were found here it was not uncommon for gladiators to spar together for a time, especially after the battle they had had, and unlike a few of the other training areas, this one had no recording devices. 

Megatronus was the first to break the silence.

“So what is it we need to discuss this cycle? I assume you had a reason for your insistence?” 

It was true, he did have a reason. He'd been working all deca-cycle compiling information on what he considered to be their 'target audience' and it was high time he filled in the silver mech. They would need to start formulating a direction for their cause and drafting plans for this next step. They would most likely be in for some long night-cycles in this developmental stage. Not that Soundwave could consider that different from his norm. 

He had compressed all the deliverable information down into a data packet. An outline of his work thus far in categorizing their following and how to bring in more. Which mechs seemed most trustworthy, which were more likely to be inclined toward violent behavior, or which seemed like they would take more convincing. Ideas about what to do for the next step including preventions in place regarding any potential involvement of local law enforcement or the Senate. It was a pretty dense file considering Soundwave was, as always, Through. 

In rough terms, the next step was to organize their fledgling revolution. Soon enough, as there numbers grew, it would need a name and a set path. Defined goals and precision planning. If they couldn't get backing from someone on the Senate then they needed to be in the public eye and favor, with numbers large enough to avoid being scrubbed from history by their oppressors as many had before them. 

Soundwave pinged Megatronus the data packet. Megatronus had actually looked surprised, no doubt by the file size. Soundwave carefully reached out his em field to gauge the other gladiator’s reaction, waiting patiently as he began to process the attached files. He could see the intense concentration in those bright blue optics as Megatronus skimmed the file. An indiscernible emotion flicking in his EM field. The slight frown on his face slowly loosening into something akin to puzzlement or perhaps? Awe?

The silver mech's gaze met his visor, still silent as his optics seemed to meet Soundwave’s own despite his inability to see them. Maybe he had been wrong about how Megatronus would react. Fighting the urge to look away as he considered the possibility that he had displeased the silver mech with his somewhat invasive work. He still couldn't pick up very much from the others EM field, the emotions perplexing to him. He was about to clear his vocalizer when Megatronus suddenly spoke. 

"You- compiled all of this? By yourself?" Megatronus's voice belied his amazement as he seemed to skim the file over again. 

"Affirmative" Soundwave responded, breaking away from that intense gaze. 

Megatronus was impressed. Beyond impressed really. It was the first time Soundwave had shown him even a fraction of what his processor was capable of and he had delivered it as if it was only natural. Once again he found himself in complete awe of the faceless gladiator. Enraptured by the mystery that was Soundwave.

"Its remarkable, Soundwave" he spoke, skimming over a short list of names in a category labeled 'potential assets'. This was far more thorough than he would have ever anticipated, and to think the angular mech had just thought to do it without even being asked. Analytics and code had never been Megatronus’ strong suit and yet he had somehow found the most qualified mech on the planet to fill that gap. 

______

———————

A comfortable silence sits in the dim-lit space of Soundwave’s quarters, only occasionally broken by a few words as the two gladiators worked on respective projects. Meetings in his living space were preferable as it was tucked away from most other lodgeings and secure in a way only Soundwave could ensure. That being said it also allowed him to work from his own terminals as Megatronus’s work was much more portable, a single datapad held in his silver claws. Its comfortable in a way Soundwave would never have expected, his symbiotes all docked save for Ravage while Megatronus was settled into a chair beside a lone table. Ravage was dosing near Soundwaves peds, or at the very least, pretending to dose. He knew better of course. Megatronus was still getting accustomed to the constant looming presence of the feline whenever he was around but he was admittedly taking it better then Soundwave expected. Most bots were unnerved by Ravage yet the silver mech seemed to dismiss that notion altogether. 

Soundwave was pulled from his thoughts by a flicker of uncertainty from Megatronus, glancing in his direction to find him just barely turned towards Soundwave, an obvious question just on the tip of his glossa. 

“do you require assistance?” Soundwave questioned. Megatronus’s head snapped up, a flicker a sheepishness crossing his expression as he set the datapad on the table. He turned more fully towards Soundwave with something akin to trepidation. 

“Ever observant aren't you, Soundwave” he spoke with a half chuckle. 

“No, I do not require assistance. I do however wish to ask a personal question if you're willing to answer” The silver mech spoke, offering a way out in case he was pushing a boundary on their budding working relationship. Soundwave wasn’t sure how to respond to the request, his interest piqued and yet weary. 

“Soundwave: Permits a personal question” he said after a pause, turning to more fully face the other mech. Megatronus nodded before taking a pause of his own as if contemplating how to structure the question he wished to ask. 

“Mind you, you do not have to answer this, but it is something I've been curious about for some time-” he met Soundwaves viser with his gaze.

“Why is it that you speak- I mean to say- jump between third and first-person? Or whatever one would call your unique speech pattern?” his question ended with much less confidence than he had started with, which was odd, but Soundwave supposed it was a subject that could warrant a bit of sensitivity. He had certainly never been asked the same before. Most bots usually assumed it was just a part of his drone-like nature.

He pulled one of his data cables from the terminal he had been hooked into to give the silver mech his full attention. Though admittedly he had to contemplate an efficient answer for longer than even he was used to.

“Despite having a processing capability above most cybertronians… Soundwave: struggles with a sense of self as ‘I’ am able to connect mentally with both my symbiotes and the wider online archives and databases. This paired with a few wires crossed when it comes to processing verbal information in relation to emotion leads to the separation of speech. Hence It is not uncommon to default to “third” person when trying to distance myself from a situation or appear a certain way to my audience.” Soundwave waves his servo dismissively as he finishes. Megatronus continues to stare at the faceless mech for some time, his expression unreadable before he gives a brief nod. 

“I can not say in all my vorns I have ever heard of a case like that-” he glanced at Ravage, noticing her ears turned ever so slightly in his direction.

“that being said, I have never met anyone quite like you, Soundwave.”

\--------------------------------------

\-- processing --

\--repair_status:_prossessing--

\-----initalizing_start_up-----

\--code:40073_B--

\--energon_levels_56%--

\---_rebooting_---

\--------------------------------------

**Notes for the Chapter:**

> wow, that was something. I have no idea if that shit is coherent or comprehensive!  
I don't have much else to say as I am just. A college student who is literally drowning in work all the time. side note tho I did a few art pieces while working up the inspiration on this fic so I'm gonna link those here:
> 
> 1\. Soundwave Painting  
2.Sketches and Gladiator Soundwave  
3.PaintingSketch  
please leave comments and kudos because while I love this fic I have so little motivation just. in general. I could always use a boost. love you if your still here <3


End file.
